UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2005
Commission file number: 0-29751
WINMAX TRADING GROUP, INC.
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(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0702554
State or other jurisdiction I.R.S. Employer
of incorporation or organization Identification No.
48 Wall Street, 11th Floor
New York, NY USA 10005
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(Address of principal executive offices)
(877) 693-3130
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(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to filing
requirements for the past 90 days. Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of October 13, 2005, we had 28,399,162 shares
of our common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Winmax Trading Group, Inc. and Subsidiaries
Consolidated Balance Sheet
September 30, 2005
(Unaudited)
Assets
Current assets
Accounts Receivable $ 1,542
Inventory 69,663
Prepaid expenses 7,050
------------
Total current assets 78,255
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Property and equipment, net 149,689
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Total Assets $ 227,944
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Liabilities and Stockholders' Deficiency
Current liabilities
Accounts payable & accrued expenses $ 685,386
Loan Payable - stockholder 1,757,795
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Total Liabilities 2,443,182
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Stockholders' Deficiency
Common stock, $.001 par value authorized
750,000,000 shares
Issued and outstanding 28,399,162 shares $ 28,399
Additional paid-in capital 19,989,621
Accumulated other comprehensive loss (474,160)
Accumulated deficit (21,759,098)
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Stockholders' deficiency (2,215,238)
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Total Liabilities & Stockholders' Deficiency $ 227,944
============
See the accompanying notes to the consolidated financial statements.
2
Winmax Trading Group, Inc. and Subsidiaries
Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2005 and 2004
(Unaudited)
Three Months Nine Months
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenue:
Sales - Retail $ 30,135 39,336 $ 87,021 121,448
Sales - Web 0 5,999 130,735 171,584
Cost of sales - Retail (3,718) (11,300) (15,849) (25,131)
------------ ------------ ------------ ------------
Gross Profit 26,417 34,035 201,907 267,901
------------ ------------ ------------ ------------
Operating Costs and Expenses 4,344,023 1,016,729 5,955,072 3,061,163
------------ ------------ ------------ ------------
Net Loss (4,317,606) (982,694) (5,753,165) (2,793,262)
------------ ------------ ------------ ------------
Foreign currency translation adjustment (189,540) (131,539) (91,504) (90,230)
------------ ------------ ------------ ------------
Comprehensive loss $ (4,507,146) (1,114,233) $ (5,844,669) (2,883,492)
============ ============ ============ ============
Weighted-average number of common shares
outstanding - basic and diluted 27,536,325 18,645,867 24,305,100 17,761,682
============ ============ ============ ============
Net loss per common share -basic & diluted $ (0.16) (0.05) $ (0.24) (0.16)
============ ============ ============ ============
See the accompanying notes to the consolidated financial statements.
3
Winmax Trading Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2005 and 2004
(Unaudited)
2005 2004
----------- -----------
Cash flows from operating activities:
Net cash provided by operating activities $ (895,496) $(1,782,113)
----------- -----------
Cash flows from investing activities:
Net cash (used in) investing activities (1,078) (224,206)
----------- -----------
Cash flows from financing activities:
Net cash provided by financing activities 906,218 2,115,529
----------- -----------
Effect of exchange rate changes on cash (9,644) (90,230)
----------- -----------
Net increase in cash and cash equivalents 0 18,980
Cash at beginning of period 0 4,820
----------- -----------
Cash at end of period $ 0 $ 23,800
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See the accompanying notes to the consolidated financial statements.
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WINMAX TRADING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
(UNAUDITED)
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and Item 310(b) of Regulation SB. They
do not include all of the information and footnotes for complete financial
statements as required by GAAP. In management's opinion, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the Company's financial statements
as of December 31, 2004 and for the two years then ended, including notes
thereto included in the Company's annual report on Form 10-KSB.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS 128,
"Earnings per Share." Basic earnings (loss) per share are calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share are calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During periods when they are
anti-dilutive, common stock equivalents, if any, are not considered in the
computation.
(3) Related Party Transactions
During the nine months ended September 30, 2005 the majority stockholder of the
Company, who is its Chief Executive Officer, provided working capital
aggregating approximately $950,303, by direct cash advances to the Company.
During the quarter, the stockholder forgave $256,750 of the advances which the
Company has recorded as an addition to Additional Paid-In Capital during the
year. These advances are recorded as Loan Payable - Stockholder.
(4) Stockholder's Equity
On July 8,2005, 1,363,000 shares were issued for consulting service to a number
consultants. The shares constitute validly issued shares of Winmax Trading
Group, Inc. and are issued as freely tradable shares pursuant to the Stock
Option and/or Stock Award plan filed under Form S-8 under the Securities Act of
1933, with the Securities and Exchange Commission. Shares were valued at $0.663
which was the agreement price, for a total value of $903,669 with $1363 being
allocated to common stock and the balance of $902,306 being allocated to
additional paid-in capital.
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On July 11,2005, 2,500,000 shares were issued for consulting service to a number
of consultants. The shares constitute validly issued shares of Winmax Trading
Group, Inc. and are issued as restricted 144 shares under Section 4(2) of the
Securities Act of 1933. Shares were valued at $1.06 which was market value on
July 11, 2005 for a total value of $2,650,000 with $2,500 being allocated to
common stock and the balance of $2,647,500 being allocated to additional paid-in
capital.
On August 15,2005, 125,000 shares were issued for consulting service to a one
consultant. The shares constitute validly issued shares of Winmax Trading Group,
Inc. and are issued as freely tradable shares pursuant to the Stock Option
and/or Stock Award plan filed under Form S-8 under the Securities Act of 1933,
with the Securities and Exchange Commission. Shares were valued at $0.75 which
was the agreement price, for a total value of $93,750 with $125 being allocated
to common stock and the balance of $93,625 being allocated to additional paid-in
capital.
On August 30,2005, 50,000 shares were issued for consulting service to two
consultants. The shares constitute validly issued shares of Winmax Trading
Group, Inc. and are issued as freely tradable shares pursuant to the Stock
Option and/or Stock Award plan filed under Form S-8 under the Securities Act of
1933, with the Securities and Exchange Commission. Shares were valued at $0.63
which was the agreement price, for a total value of $31,500 with $50 being
allocated to common stock and the balance of $31,450 being allocated to
additional paid-in capital.
On Sept 6,2005, 445,000 shares were issued for consulting service to a number
consultants and employees. The shares constitute validly issued shares of Winmax
Trading Group, Inc. and are issued as freely tradable shares pursuant to the
Stock Option and/or Stock Award plan filed under Form S-8 under Securities Act
of 1933, with the Securities and Exchange Commission. Shares were valued at
$0.65 which was the agreement price, for a total value of $289,250 with $445
being allocated to common stock and the balance of $288,805 being allocated to
additional paid-in capital.
On Sept 19,2005, 75,000 shares were issued for consulting service to two
consultants. The shares constitute validly issued shares of Winmax Trading
Group, Inc. and are issued as restricted 144 shares under Section 4(2) of the
Securities Act of 1933. Shares were valued at $0.75 which was market value on
Sept 19, 2005 for a total value of $56,250 with $75 being allocated to common
stock and the balance of $56,175 being allocated to additional paid-in capital.
Item 2. Management's Discussion and Analysis.
Forward-Looking Statements
The following discussion and analysis of our operations should be read in
conjunction with our financial statement for the period ending September 30,
2005 and notes thereto. This quarterly report on Form 10-QSB for the period
ending September 30, 2005 contains "forward-looking statements", within the
meaning of such term in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual financial or operating results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. Winmax Trading Group, Inc. is
referred to herein as "we", "our", "us.", "the company" or "Winmax". The words
or phrases "would be", "may allow," "intends to", "may likely", "are expected
to", "may continue", "is anticipated", "estimate", "project", or similar
expressions are intended to identify "forward-looking statements". Such
statements include those concerning our expected financial performance, our
corporate strategy and operational plans. Actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of risks and uncertainties, including: (a) intense competition in the web
development design, web casting, Internet solutions, e-commerce, and retail
business; (b) whether we are able to manage our planned growth efficiently,
including whether our management will be able to identify, hire, train, retrain,
motivate, and manage required personnel or that management will be able to
manage and exploit existing and potential market opportunities successfully, and
(c) whether we are able to generate sufficient revenues or obtain financing to
sustain and grow our operations. We are in the early stage of building and
expanding the company and have not generated sufficient revenues to maintain day
to day operations.
6
Statements made herein are as of the date of the filing of this Form 10-QSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrence, developments, unanticipated
events or circumstances after the date of such statement.
Overview of Operations
This overview relates to Winmax Trading Group, Inc. (Winmax) and its divisions
"Winmax Media", "WinmaxIS", "theGemstore", and "theGemstore.com". The Management
Discussion and Analysis (MD&A), for the nine months ended September 30, 2005,
should be read in conjunction with our financial statements included in our 2004
Form 10K-SB filed May 19, 2005.
For the nine month period ended September 30, 2005, Winmax's management
continued their efforts to expand its investments in Winmax Media's, WinmaxIS',
theGemstore Inc.'s and theGemstore.com's operations.
Winmax's management is dedicated to expanding its divisions and is in the
process of reorganizing current operations.
The primary focus of the reorganization is that management is now of the view
that the time has arrived for each subsidiary to be run autonomously. Winmax
Trading Group, Inc's management will act as the stakeholder and supply support
services for each division. In addition, management will work to identify new
investments and thereafter develop a strategy for the integration of the new
investment into Winmax's overall business plan either as an autonomous
subsidiary or a simple autonomous investment. In furtherance of its
reorganization management is in the process of finding and/or training new
management for each of its divisions. Management expects this process will
require an indefinite period of time to conclude and will be dependant on its
ability to adequately finance each division with working capital. To date, no
financings have been obtained for these divisions.
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OPERATING DIVISIONS.
TheGemstore and theGemstore.com
TheGemstore ended the quarter with its one inline store located in New York, NY
introducing new product lines including gold and diamond jewelry and a new line
from France by Sabine Ferrero. TheGemstore is currently the only North American
distributor of Sabine Ferrero's jewelry which is based on the artist, Marc
Ferrero. The diamond and gold jewelry as well as the new Ferrero line are
expected to be available on thegemstore.com for the Christmas season.
Winmax Media
Winmax Media has hosted and steamed online two conference during the last
quarter. These endeavors were undertaken by Winmax Media's subdivision Bnettv.
The two conferences originated in North Carolina, Delaware and Maryland.
Management believes that the market for real time video streaming is expanding
as companies realize the value of having a world wide audience for their
conferences. Winmax Media is in the forefront of this technology and expects to
capitalize on the market's growth.
WinmaxIS
WinmaxIS continues to supply IT services for Winmax Trading Group, Inc., its
affiliated divisions and clients. To accommodate its expanded services WinmaxIS
has upgraded its system to include 2.5 terabytes of storage.
Risks and Uncertainties
For the nine months ended September 30, 2005 we incurred a net loss of
$5,753,165 compared to a net loss of $2,793,262 for the same period in 2004. We
expect to continue to generate losses until our revenues increase. Our revenue
and total operating expenses for the nine months ended September 30, 2005 were
$217,756 and $5,955,072 respectively, compared to revenue of $293,032 and total
operating expenses of $3,061,163 for the same period in 2004.
Year to year comparisons may not be indicative of future performance due to the
change in revenue sources and sporadic sales from our Media and IT divisions.
As of September 30, 2005, the Company had no cash to meet its operational goals
and business plan. Management will continue to fund its business operations and
capital expansion.
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We have no commitments, agreements or understandings regarding additional
financing and we may be unable to obtain additional financing either on
satisfactory terms or at all. We expect to pursue additional financing through
debt or equity financing. If additional funds are raised or acquisitions are
made by issuing our equity securities there will be dilution to our existing
shareholders. We may also incur debt or assume substantial indebtedness. If we
are unable to obtain financing, such inability could have a material adverse
effect on our business, financial condition and results of operations.
There is no assurance we can increase our revenue sources and it is unlikely
that we can lower our expenses in our present mode of operations. We may never
earn a profit. If we continue to lose money over a protracted period of time we
may no longer be able to operate as a going concern.
Material Changes in Results of Operations
In 2003, we abandoned all plans to acquire, explore, produce or process gems
from any property and entered into the business of retailing gemstones, gemstone
jewelry and accessories. We have focused our attention on building relationships
with our suppliers and plan to continue expanding theGemstore Incs' and
theGemstore.coms' operations in 2004.
Revenues
Revenues for the nine months ended September 30, 2005 decreased to $217,756 from
$293,032 for the same period in 2004. Our revenue, as of September 30, 2005, was
derived from $130,735 in sales by Winmax Media and $87,021 from sales by
theGemstore.
Total Operating Expenses
Total operating expenses increased to $5,955,072 for the nine months ended
September 30, 2005 from $3,061,163 for the same period in 2004. This increase in
operational expenses is directly attributed to building the necessary
infrastructure to grow theGemstore and theGemstore.com in an orderly fashion.
This includes the cost of increasing and training staff, both senior and
part-time.
Net Operating Loss
Net operating loss was $5,753,165 for the nine months ended September 30, 2005
compared to a net operating loss of $2,793,262 for the same period in 2004. The
increase in operating expenses is responsible for the increase in net loss from
2004.
Material Changes in Financial Condition
9
Consolidated Balance Sheet
Current assets declined to $78,255 as of September 30, 2005, compared to
$349,625 as of December 31, 2004. The decrease in our current assets is
attributable to an decrease in cash and theGemstore's and theGemstore.com's
inventory and prepaid expenses.
Property and Equipment, Net
Property and equipment declined to $149,689 as of September 30, 2005 as compared
to $233,811 on December 31, 2004. The decrease in property and equipment was a
result of reduction in theGemstore Retail Merchandising Unit locations.
Liabilities
Our accounts payable and accrued expenses increased to $685,386 on September 30,
2005 compared to $427,120 at December 31, 2004. The increase in payables and
accrued expenses is related to the increase in operating expenses.
Loan Payable to stockholders was $1,757,796 for September 30, 2005, an increase
from $1,064,243 on December 31, 2004. Winmax's operations are primarily being
funded by loans from our major shareholders and CEO. The increase in loan
payable to stockholder is due to the increase in operational costs.
Liquidity and Capital Resources as of September 30, 2005
Net cash provided by all activities (operational, investing and financing
cashflow) for the nine months ending September 30, 2005 was Nil compared to
$18,980 in all activities for the same period in 2004. Cash flow from operations
increased to ($895,496) in the first nine months of 2005 from ($1,782,113) in
the first nine months of 2004.
We have experienced significant losses from our operations. For the nine months
ended September 30, 2005, we incurred a comprehensive net loss of $5,844,669 and
we have a accumulated deficit of $21,759,098. Our ability to continue operations
is contingent upon our ability to expand our Winmax Media and WinamxIS revenues,
increase sale from our retail divisions and to secure financing. Although we are
pursuing financing to expand our operations, there are no assurances that we
will be successful in obtaining such financing. Our failure to secure financing
and/or expand our operations may result in our not being able to continue in
business.
Item 3. Controls and Procedures
Our management, with the participation of our principal executive and financial
officer, evaluated our disclosure controls and procedures as of the end of the
period covered by this quarterly report. Based upon this evaluation, the Chief
Executive Officer/Chief Financial Officer/Principal Accounting Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that we file, or submit
under the Securities Exchange of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
10
During the quarter covered by this report, there were no significant changes in
our internal controls over financial reporting that materially affected, or is
reasonably likely to materially affect, these controls.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submissions of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WINMAX TRADING GROUP, INC.
Date: November 14, 2005
By: /s/ Gerald E. Sklar /s/ Robert S. Kergan
Gerald E. Sklar, President, Robert S. Kergan,
Chief Executive Officer, Chief Financial Officer, and
Principal Accounting Officer
12